As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/04/05  Cpi International, Inc.           8-K:8,9     2/04/05    2:23K                                    RR Donnelley

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML      8K 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

_______________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 4, 2005

_______________________

CPI HOLDCO, INC.

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

		o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (7 CFR 240.13e-4(c))

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TABLE OF CONTENTS

Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURE
INDEX TO EXHIBITS
EXHIBIT 99.1

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Table of Contents

Item 8.01.      Other Events

     The information set forth in our press release dated February 4, 2005 regarding our proposed private placement of floating rate senior notes, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

Item 9.01.      Financial Statements and Exhibits

(c)

Exhibits

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SIGNATURE

     Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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